Voicepark

PARTICIPANT TERMS AND CONDITIONS
Last modified: 07/22/2021

1. Acceptance of Terms and Privacy Policies; Eligibility: These Participant Terms and Conditions (the “Agreement”) are entered into as a binding agreement between you (“you” or “your” and each as an authorized user a “Member” and collectively, “Members”) and Voicepark Inc. on behalf of itself and its affiliate Remesh Inc. and their respective affiliates (collectively as the “Company,” “we,” “us” and “our”) and governs your use of all software and services provided by Company on the Company websites found at voicepark.com, live.remesh.chat, and remesh.ai (collectively as the “Websites”).

The Company software and services include among other things operating a communication platform amongst our Members, allowing our Members to find and participate in opportunities for research activities, using the Remesh SaaS platform to participate in on-line research activities and conversations, using mobile applications and managing eligibility and distribution of a point reward program (the software used to provide such services on the various Websites is referred to herein collectively as the “Software” and together the software and related services are referred to herein as the “Service(s)”). Fuel Cycle provides the underlying community service software and platform that supports and hosts the Services found at voicepark.com (“Voicepark”). Remesh Inc. provides the software and platform that supports and hosts the live on-line research activities and conversations found at live.remesh.chat.

The Services are offered to you conditioned upon your acceptance of this Agreement and Company’s Privacy Policy available at https://live.remesh.chat/privacy-policy as updated from time to time including any pop-up privacy and cookie notices found on the Company Websites (“Company Privacy Policy”) and Fuel Cycle Inc.’s (“Fuel Cycle”) privacy policy available at https://fuelcycle.com/legal/privacy-policy/, as updated from time to time (“Fuel Cycle Privacy Policy”) (collectively the “Privacy Policies”) each incorporated herein by reference. Your electronic acceptance of this Agreement and your use of the Services constitutes your acceptance of this Agreement, our Company Privacy Policy and the Fuel Cycle Privacy Policy. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR OUR RESPECTIVE PRIVACY POLICIES, YOU MAY NOT USE OR ACCESS THE SERVICES.

In order to use the Services, you (i) must become a Member of the Services with an Account in full compliance with the terms of this Agreement and all applicable laws; (ii) must be a legal resident of and residing in the United States; and (iii) must meet the following age requirement: you are at least 18 years old, (collectively an “Eligible Member”). No one under the age of 18 years old is authorized to use the Services (“Site Minimum Age”). If you are not at least the Site Minimum Age, discontinue using the Services immediately.

2. Privacy Policies: To provide the Services, Company and Fuel Cycle must collect and use your ‘personal information’ and/or ‘personal data’ as defined under applicable data privacy and data protection laws as further described in the Privacy Policies (collectively as “PII”). All Registration Data and whatever other PII about you that we receive from you (or through your use of the Services) is subject at all times to the terms of the respective Privacy Policies. You hereby consent and agree to Company and Fuel Cycle’s use of your PII in accordance with the terms of this Agreement and their Privacy Policies. Your rights under applicable data privacy and data protection laws are explained in the Privacy Policies. You should carefully review the Privacy Policies.

3. Changes to Agreement and/or Privacy Policies: Company reserves the right to change this Agreement and the Company Privacy Policy and Fuel Cycle reserves the right to change the Fuel Cycle Privacy Policy at any time, and such modifications will be deemed effective immediately upon online posting and/or any other notice provided to you of the modified terms, as applicable, and if you use the Services after the changes become effective, it will signify your agreement to be bound by the changes. You are responsible for ensuring that you are aware of, and in compliance with, the most recent version of this Agreement and Privacy Policies. If you do not agree to any of the terms hereof, and/or any future changes made this Agreement or the Privacy Policies, you must immediately stop using the Services.

4. License and Your Use of the Services; Confidentiality; Other Restrictions:

4.1. License and Use of the Services. Company grants you a personal, limited, revocable, non-transferable, non-sublicensable, non-assignable, and non-exclusive right and license to use the Services (including the Services Content as defined below), on a single device at any given time, in accordance with the terms of this Agreement and any other Services terms made available to you by us solely for the purpose of (i) enabling you to participate in our community exchange program, (ii) enabling you to review and accept invitations to and participate in research activities and/or conversations, and (iii) enrolling and participating in our point rewards program. Research activities are conducted on behalf of the third party sponsoring the conversation (including their end clients and each of their respective affiliates and their respective partners and agents) (together as the “Sponsors”). Your right to use the Services is personal (i.e., for you only) and you may not use the Services for commercial purposes. Company reserves the right, at any time, in its sole and absolute discretion, to modify, suspend, terminate, or otherwise discontinue, temporarily or permanently, the Services (or any part thereof) or your access to the Services by providing you with notice thereof.
4.2. Confidentiality. In addition to the use restrictions set forth in Section 5, you agree that the Software, other Member Content, security related information, Services Content, and all information exposed or shared during the research activities and conversations including the identify of and all information relating to the Sponsors, their business (including products, services, technologies, marketing efforts and employee matters) and their end customers or suppliers is deemed to be confidential and proprietary information (“Confidential Information”). You agree to protect and treat the Confidential Information as strictly confidential and subject to the confidentiality terms of this Agreement. You agree you will NOT publish, post, transfer, or otherwise disclose or share to any third party, by any means, any Confidential Information or anything relating to the research activities or conversation. Screen shots or copies of the on-line research activities and conversations are strictly prohibited. You understand such Confidential Information and other proprietary information is protected under intellectual property laws and you may not use, copy, modify, distribute, or exploit such information except for your limited right to use the Services as described in this Agreement. In addition, Confidential Information is subject to the use restrictions set forth in the pop-notices found at live.remesh.chat. Confidential Information remains confidential unless and until it becomes publicly available (without any breach of your confidentiality obligations).

5. Use Restrictions. You may not use the Services or the Software, in whole or in part, for any purpose that is unlawful in any way, that may cause Company (or any of its licensors, including without limitation Fuel Cycle) or the Sponsors legal liability of any kind or nature (either civilly or criminally), that may disrupt the Services or disrupt others’ use of the Services, that may be considered by Company to be harassing, libelous, invasive of anyone’s privacy, defamatory, obscene, illegal, harmful, incendiary, discriminatory, prejudice, offensive, hostile, and/or pornographic, or that is otherwise prohibited by the Member Rules of Conduct (Section 12 of this Agreement). You agree not to modify, rent, lease, loan, reproduce, duplicate, copy, sell, distribute, reverse engineer, decompile, or otherwise exploit, or create derivative works based on, the Services and/or the Software (including any Content contained thereon) or any Confidential Information. You may not make the Software, Services or Services Content available to or use any of the foregoing on behalf of any third party.

6. Member Registration and Accounts: To become a Member of the Services, you must provide specific registration information online, which may include without limitation your full name, e-mail address, cell phone number, and physical address, (individually and collectively as “Contact Details”) and create a user profile that includes your personal preferences (“User Profile”). Company will use your e-mail address, cell number and/or push notifications through the mobile application to send you notices and reminders of upcoming activities and sessions on the Services, among other things, except to the extent applicable law requires opt-in consent prior to sending communications. If you do not wish to receive e-mail correspondence or text messages, you need to log into the Services and change your notification options on the “Preferences” page in the “My Profile” section, or click on the “unsubscribe” link in any email we send you, or text message or manually change the settings on your mobile device. You may only have one account at any time.

As part of the registration process, you will select a user name and password for your account (“Account”). You may not: (a) select or use a user name of another person with the intent to impersonate that person; (b) use a user name that is subject to the rights of any other person or entity (including any intellectual property or other personal or privacy rights of any kind) without such person’s or entity’s prior written authorization; or (c) use a user name that Company, in its sole discretion, deems inappropriate, illegal, or to violate any third party rights. You agree to: (x) provide true, accurate, current, and complete information as prompted by the Services’ registration process (collectively, the user name, password, Contact Details, User Profile and other details provided as part of the registration process referred to herein as the “Registration Data”); and (y) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete at all times.

7. Member Account, Password, and Security: You are solely responsible for maintaining the confidentiality and security of your Registration Data and Account, as well as for any and all use of any of the foregoing by you and/or any people (with or without your knowledge or permission). You agree to immediately notify Company in writing of any known or suspected unauthorized use and/or any other breach of security or unauthorized use of your Account or the Services of any kind. Company will not be liable for any loss or damage arising from any unauthorized use of your Registration Data, and/or Account. Company is not obligated to identify or authenticate any “Member” who accesses the Services. Company is not responsible for identity theft and/or any other misuse of your Registration Data or Account in general.

8.  Member Content:

8.1. Your Member Content; Access and Use of Member Content. You are solely responsible for all information, data, text, software, music, sound, images, graphics, video, messages, questions, responses, products, services, and/or any other materials of any kind or nature (individually and collectively, “Content”) posted by you on the Services or provided by you in connection with any research activities and/or conversation to which you are invited using the Services including without limitation any comments, opinions, feedback, responses or other input that you provide (individually and collectively, “Member Content”). This means that you (not Company or Fuel Cycle) are entirely responsible for all Member Content that you upload, post, or otherwise make available, directly or indirectly, on the Services, including without limitation PII and/or other sensitive data of any kind and that you are responsible for obtaining any third party permissions, consents or authorizations necessary to provide such Member Content. You should not post or provide any Content containing audio, images or PII of any third party. When you post Member Content on the Services, your user name will be visible to other Members and attached or adjacent to the Member Content that you post. Please be aware that if you post PII online, it is accessible to other Members, and as such, you may receive unsolicited messages or Content from such Members. Such other Members may also disseminate this information without your permission or approval.
8.2. Company Monitoring of Member Content. Company reserves the right (without any obligation) to monitor, pre-screen, reject, remove, or edit any Member Content for any reason in its sole discretion and without notice. Subject to applicable law, Company assumes no responsibility or liability of any kind or nature for monitoring the Services.
8.3. Prohibitions on Member Content; Company Rights for Violation. You shall not post, upload, transmit or otherwise make available on the Services any Member Content that violates the Member Rules of Conduct (Section 12 hereof). Company reserves the right (but has no obligation) to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this Section, including without limitation, having the right (but not the obligation) to remove the offending Member Content from the Services and terminate or suspend a Member’s right to use the Services without liability of any kind.
8.4. Restrictions on Use of Member Content; Disclaimers regarding Member Content. Except as expressly permitted hereunder, you may not copy, modify, translate, reproduce, publish, broadcast, transmit, delete, distribute, perform, display, license, rent, sell, and/or create derivative works of or otherwise exploit any Member Content or any other Content appearing on or through the Services at any time (in whole or in part). You should not post any Member Content on the Services that you would like to keep confidential or do not want others to use or misuse in any manner at any time. Company cannot control other Members use of your Member Content. By using the Services, you may be exposed to Member Content, that is offensive, indecent, illegal, incendiary, defamatory, libelous, illegal, harassing, pornographic, harmful, inaccurate, deceptive, and/or objectionable in some other manner despite Company’s policies and requirements to the contrary. SUBJECT TO APPLICABLE LAW, COMPANY AND FUEL CYCLE ARE NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY MEMBER CONTENT, OTHER MEMBER’S USE, MISUSE OR MISAPPROPRIATION OF ANY MEMBER CONTENT POSTED BY YOU ON THE SERVICES, INCLUDING, FOR ANY LOSS, COST, INJURY, CLAIM, OR DAMAGE OF ANY KIND AND COMPANY AND FUEL CYCLE HEREBY DISCLAIM ANY WARRANTY (EXPRESS OR IMPLIED) WITH RESPECT THERETO.

9. Company Owns Your Registration Data and Member Content; Member Representations; Use Rights; No Compensation for Member Content:

9.1. Company Owns Your Registration Data and Member Content; Use Rights: Without in any way limiting your obligations under Section 9.2 below, as between you and Company, Company will solely own all Registration Data (excluding your Contact Details) and all Member Content including without limitation any and all analysis, findings, compilations, results, reports or derivative works thereof (“Results”), whether created by you or by or on behalf of Company or the Sponsors, and you hereby irrevocably assign to Company all of such Registration Data, Member Content and Results and all intellectual or other proprietary rights therein in every form and medium throughout the world at the time of posting, creation or formation. To the extent that any such Registration Data or Member Content or Results is not assigned to Company, you hereby grant, and represent and warrant that you have the right to grant, to Company a worldwide, irrevocable, sublicensable, transferable, royalty-free, and perpetual right and license to use, host, process, reproduce, translate, distribute, disclose, perform, publish, sell, modify, create derivative works from, publicly display and otherwise exploit all Registration Data, Member Content and Results, in whole or in part, for any purpose, in any form and on any and all media now known or hereafter devised, and alone or together with or as part of other information, content and material of any kind or nature, subject to the Company Privacy Policy and applicable law. Without limiting the foregoing, you hereby grant to Company and Fuel Cycle a worldwide, irrevocable, sublicensable, transferable, royalty-free, and perpetual right and license to use the Registration Data and Member Content for purposes such as technical support, notifying users of changes, providing or enhancing the Services, or any other reasons specifically set forth in any of our respective Privacy Policies.
9.2. Member Representations and Warranties. You represent, warrant, and promise to Company and Fuel Cycle that: (a) you will provide true, accurate, current, and complete Registration Data and that you have the right to grant the rights to the Registration Data as specified herein; (b) you will comply with all applicable laws in connection with your use of the Services and Content; (c) the Member Content is your original work and that you have the right to assign (and if not assigned, to license) to Company the Registration Data and Member Content posted by you on the Services; (d) your posting or transmitting of Registration Data and Member Content on or through the Services and Company’s and Fuel Cycle’s exercise of their rights as granted by you hereunder, does not/do not, and will not, violate the Member Rules of Conduct (Section 12) or infringe, violate, or otherwise misappropriate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, trade secret rights, moral rights, contract rights, confidentiality rights, intellectual property rights or any other rights of any kind or nature of any person or entity at any time, or otherwise violate any law, rule, or regulation, and/or the terms hereof; and (e) none of Company or Fuel Cycle or their Representatives will incur any liability or be required to pay or incur any sums to any person or entity as a result of its exercise of its rights hereunder. No compensation will be paid or due you with respect to Company’s, Fuel Cycle’s or their respective sublicensees’ or transferee’s or Representatives use of the Registration Data or Member Content.

10. Services Content: The Services contain information, data, text, software, music, sound, images, photographs, graphics, video, messages, advertising, links to websites, and other information and materials of any kind and nature (collectively, “Services Content”) provided by Company and/or its licensors and other third parties including our Sponsors (collectively, “Content Suppliers”). SERVICES CONTENT IS SUBJECT TO THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY SET FORTH IN SECTIONS 21 AND 22 HEREOF.

11. Company’s Proprietary Rights: As between Company and you, all right, title and interest in and to the Services, the Software, and any Services Content (including any intellectual property rights contained in any of the aforementioned) is and will remain the sole property of Company and Fuel Cycle and their licensors and third party Content Suppliers. You may not exploit, distribute, transfer, sublicense, sell, lease, modify, amend, copy, use, or incorporate any of the Services, the Software, or the Services Content (including without limitation any artwork, trademarks, or logos of Company, Fuel Cycle or the Sponsors) at any time, and/or exploit such Services, Software or Services Content, in whole or in part, in any public or commercial manner, or otherwise in violation of the terms hereof or any other applicable policy of Company.

12.  Member Rules of Conduct: You are solely responsible for compliance with all laws, rules, regulations, and ordinances in connection with your use of the Services. You agree not to engage in any of the following activities in connection with your use of the Services:
(a)        post or transmit any Member Content or engage in conduct that is criminal or tortious; patently offensive or promotes racism, bigotry, hatred, or physical harm of any kind or nature against any group or individual; harasses or advocates harassment of another person or is abusive, vulgar, or profane; contains obscene material, exploits people in a sexual or violent manner; constitutes stalking or spamming; contains nudity, sexually suggestive imagery, pornography, pedophilia, child pornography, incest, bestiality, excessive violence, or other offensive subject matter, and/or contains a link to any of the foregoing or to an adult website; or constitutes conduct that is abusive, threatening, obscene, defamatory, libelous or otherwise in violation of the terms hereof;
(b)        solicit personal information from anyone under eighteen (18) years of age or otherwise targets, solicits, induces, and/or harms minors in any way;
(c)        post or transit any Content that includes any information, material, audio, photo, and/or video of another person or entity without that person’s or entity’s prior written consent in each instance or constitutes or promotes an illegal or unauthorized use of another person’s or entity’s copyrighted work (or other violation of any third party’s intellectual property and/or other personal right(s) of any kind or nature), including without limitation providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files, by way of example;
(d)        infringes or otherwise violates any applicable law, rule or regulation, and/or violates or infringes upon any patent, trademark, trade secret, copyright, privacy right, publicity right, confidentiality right, contract right, or any other right of any third party in any way;
(e)        constitutes unsolicited or unauthorized marketing, advertising, endorsement, testimonial, promotion or solicitation, including without limitation, promotional materials, “junk mail,” “chain letters,” instant messaging, “spamming,” “spamming,” or “pyramid schemes;”
(f)         furthers or promotes any illegal or criminal activity or enterprise such as gambling or provides instructional information about illegal activities including, without limitation, making or buying illegal weapons, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices, or sending, providing or creating computer viruses;
(g)        publicly posts information that poses or creates a privacy or security risk to any person or entity;
(h) solicits passwords and/or other personal identifying information from other Members for any reason, including without limitation for commercial purposes or unlawful purposes or contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
(i)          involves commercial activities and/or sales without the prior written consent from Company in each instance (including without limitation, activities such as: contests, sweepstakes, barter, advertising, and/or pyramid schemes) or advertising to, or solicitation of, any Member to buy or sell any products or services or engage in any other commercial venture or opportunity of any kind or nature;
(j)         is misleading, fraudulent or deceptive in any way, including without limitation, falsely stating or otherwise misrepresenting your affiliation with any other person or entity or promotes information that you know, or should have known after reasonable inquiry, is false or misleading;
(k)                 posting Content that contains or engaging in activity that involves software viruses, worms, spyware, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network or the Services, and/or provides access to any personal information of any Member at any time (including without limitation any Content and/or Registration Data);
(l)          contains untrue, inaccurate, inconsistent or incomplete information.
(m)       circumventing, modifying, or interfering with, attempting to circumvent, modify, or interfere with, or encouraging or assisting any other person in circumventing, modifying, or interfering with any security measures, technology, or software that is part of the Services or taking any steps to interfere with or in any manner compromise any security measures employed by the Services in general;
(n)        any automated use of the Services;
(o)        damaging, disabling, disrupting, overburdening, or impairing the Services or interfering with any other party’s authorized use and enjoyment of the Services;
(p)        collecting and/or distributing any information about other Members, impersonating or attempting to impersonate another Member, person or entity or using the Account, Registration Data, username, and/or password of another Member at any time or engaging in the practices of “screen scraping”, “database scraping”, or any other activity with the purpose of obtaining lists of users or other information from the Services of any kind or nature;
(q)        use the Software or the Services for any unauthorized purpose allow including allowing usage of the Services by others in such a way as to violate this Agreement or disclosing (or failing to adequately protect) your username and/or password, or permitting any third party to access your Account at any time;
(r)         sell, lend, lease, trade, rent, barter, sublicense, assign, transfer, or grant rights in any manner to the Services, your Account, your Registration Data, and/or your username or password to any third party at any time;
(s)         use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Services; or
(t)         attempt to decompile, reverse engineer, disassemble, modify, delete, augment, hack, an/or create derivative works from the Services or the Software (in whole or in part), and/or defeat or overcome any encryption and/or digital rights management technology implemented with respect to the Services or the Software or attempt to expose or recreate the Software source code; or
(u) violate your confidentiality obligations to Company, Sponsors or other Members.

Company reserves the right (but has no obligation) to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this Section, including without limitation, reporting a Member to (and cooperating with) law enforcement authorities and/or terminating or suspending a Member’s right to use the Services

13.  Non-dispargement: In consideration for becoming a Member and the other rights provided hereunder, you agree that you will not disparage or make any negative or harmful statements regarding Company either publicly or to any third party.

14.  Advertising: As a result of your use of the Services, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third party advertisers, such as our advertisers, sponsors, or promotional partners (collectively, the "Advertisers"). All such communication, interaction and participation is strictly and solely between you and such Advertisers and, to the fullest extent permissible by law, we are not be responsible or liable to you in any way in connection with these activities or transactions.

15. Links to Third Party Sites: The appearance, availability, or your use of URLs or links referenced or included anywhere in the Services or any other form of link or re-direction of your connection to, with or through the Services, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of, the Company or Fuel Cycle, any of their successors and assigns with respect to such third party websites or linked Content. We do not verify, endorse or have any responsibility or liability of any kind for any such third-party sites, their websites, their policies or their business practices (including their privacy policies), or any of their goods or services. Notwithstanding the foregoing, to the extent you are directed to any Company Websites including live.remesh.chat and remesh.ai remesh.chat.ai, the terms of this Agreement and the Company Privacy Policy governs your use of such Websites and/or any Services provided via such Websites.

16. Term; Termination: These Rules of Participation (as modified from time to time) shall remain in full force and effect at all times while you are a Member. You may terminate your membership at any time and for any reason upon your provision of written notification to us. You understand and agree that the termination of your membership is your sole right and remedy with respect to any dissatisfaction you may have with the Services, subject to applicable law and Company’s Privacy Policy and Fuel Cycle Privacy Policy. Company may terminate or suspend your membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after a membership is terminated, the terms hereof that, by their very nature, are intended to survive termination or expiration, shall so survive.

17. Information for California Residents: Under California Civil Code Section 1789.3, California Consumer Privacy Act (“CCPA”), Members located in California are entitled to the following consumer rights information: (a) the Services is provided by the Company located at: 6815 Euclid Ave, Cleveland, OH 44103; Email privacy@remesh.ai; Questions to be directed to Support Tab at Voicepark.com; Phone: (888) 510-3372 and (b) you may contact Company at the address set forth in subsection (a) immediately above with complaints or to request additional information about the Services. Visit Your California Privacy Rights https://oag.ca.gov/privacy/ccpa for more information about exercising your rights as a California Consumer under the CCPA.

18. Copyright Infringement: If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, you should notify Company in accordance with the procedure set out in this Section below. Company will process notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA).

DMCA Notification of Copyright Infringement. Pursuant to the DMCA requirements, you should send Company’s copyright agent at copyrightnotices@remesh.ai a written notification of the claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf of an exclusive right that is allegedly infringed; and (f) your physical or electronic signature.

You acknowledge that if you fail to comply with all of the requirements listed above, your notice may not be valid. Upon receipt of a Notification of Copyright Infringement containing the required information as described in (a) – (f) above, we reserve the right to (i) notify the user, if known, of the alleged infringement, and (ii) remove or disable access to the material that is alleged to be infringing, if hosted on one of Company’s Services. In submitting a claim, you understand, accept and agree that your identity and claim may be communicated to the alleged infringer. Company reserves the right to terminate the accounts of users based on receiving one more Notices of Copyright Infringement.

Title 17 USC §512(c)(3) provides civil damage penalties, including costs and attorney fees, against any person who knowingly and materially mispresents certain information in a notification of infringement under Title 17 USC §512(c)(3).

DMCA Counterclaim Procedure. If we remove or disable access to your material and you believe that a copyright holder has accused you in error, you may file a DMCA Counterclaim with our designated copyright agent at copyrightnotices@remesh.ai. You must provide us with the following information: (i) a physical or electronic signature of the user; (2) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (3) a statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (4) the user’s name, address and telephone number; and (5) a statement that the subscriber consents to the jurisdiction of the federal district court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which the service provider may be found; and (6) that the user will accept service of process from the person who provided notification or an agent of such person. Upon receipt of a DMCA Counterclaim, we will provide the complaining party with a copy of the DMCA Counterclaim. When we receive a Counterclaim which meets the requirements of the DMCA, we will process the Counterclaim in accordance with the requirements of the DMCA.

19. Point Reward System. If you are an Eligible Member with an active Account, Company may permit you to earn points which may be redeemable for rewards as determined by Company in its sole discretion (“Points”). To be eligible to earn Points, at the time of the invitation for an activity, you must be an Eligible Member and meet any additional eligibility requirements and criteria stated in the written invitation provided by Company. Employees and agents of the Company, its affiliates, advertising agencies or promotional partners and relatives of and those living in the same household as such employees (spouse, mother, father, in-laws, grandmother, grandfather, brother, sister, children, and grandchildren) are not eligible to earn Points.

Points are subject to the following rules and restrictions:

Earning Points; Errors

You may earn Points by your participation and completion of activities authorized in writing by Company including in this Agreement, on the Company Websites, communicated via the Services or other written notice provided by Company to you (each an “activity notice”). Each activity notice with an invitation to earn Points may include specific criteria which must be met to earn Points.
Points are earned solely as specified by Company in the activity notice and are subject to the criteria stated in the activity notice.
You may not be selected for certain activities, such as participation in a particular research activity or conversation, in which case you will not earn Points for that activity.
If you do not participate in an activity fully to completion, do not meet the criteria stated in the activity notice, or do not comply with this Agreement or otherwise fail to qualify, you will not earn Points.
Points will be posted to your Account within a reasonable period following successful completion of the activity as determined by Company in its discretion.
You can check the status of your Points within your Account.
It is your responsibility to check your Account to see that Points are accurately rewarded.
Company reserves the right to correct any error in the Points deposited into an Account, at any time, without notice.
If you feel there is an error in your Account, and wish to have the error corrected, you must notify Company within 30 days following the completion of the activity for which the Points were earned. The notice must include your email and a summary of the issue and any other information necessary to verify the issue.
Company will notify you of its findings within 30 days of receipt of an inquiry regarding an issue regarding your Points.
Company’s decisions regarding Point awards are final and at Company’s sole discretion.

Redeeming Points, Validity Period, Changes, Termination

You may redeem your accumulated Points on the Points tab within your Member Account Voicepark.com.
There is a minimum threshold of accumulated Points (as stated on the Voicepark.com Points page) required in order to redeem your Points.
Points can be redeemed solely as gift cards as identified on Voicepark.com.
Points are not redeemable for cash and do not accrue interest.
Points have no value unless redeemed for the rewards specified at Voicepark.com.
Points will be deducted from your Account when redeemed.
Points are not “property” and may not be transferred to any other person or account.
All Point redemptions are final.
Your Points will expire immediately if (i) your Account is terminated for any reason (whether by Company or you), or (ii) your account becomes “inactive” (i.e. you have not logged in to your Account for a period of 90 days) (“Inactive Account”).
Provided your Account has not been terminated or closed as an Inactive Account, Points will remain valid and available for use in your Account for one year from the date they are awarded and automatically expire after such period. Expired Points will be deducted from your Account and can no longer be used.
Company may terminate and close your Account and/or delete all of your Points immediately if you supply false or misleading information, breach this Agreement or violate our Member Rules of Conduct (Section 12), you violate the law or there is evidence of fraud, abuse or suspicious activity with your Account (“Termination for Cause”).
Your Account will automatically be closed if you have an Inactive Account.
Company is not obligated to provide you with any notice of the cancellation or forfeiture of any of your Points. Company reserves the right to amend the rules relating to cancellation and forfeiture rules in its sole discretion.
In addition to any other remedies we may have in the event of a Termination for Cause, Company reserves the right to prohibit you from participating as a Member in the future.
The Points program is subject to change, suspension or termination by Company at any time without notice, and without liability, including without limitation, changing eligibility criteria, changing the way in which Points are earned, changing the redemption value of Points or terminating the Point program (in whole or in part) at any time.
If the Points program is terminated or your membership is terminated by Company other than for a Termination for Cause, you will have 30 days from the date of such termination to redeem all your Points.

Taxes; Other Requests for Information; Disclaimer

You understand that the Points or rewards may be subject to tax and that you are responsible for the payment and reporting of any applicable taxes (federal, state and local).
To receive Points or redeem Points, you may be required to respond to requests from Company including, without limitation, tax forms, or other requests for information regarding eligibility, which may require the provision of a Social Security number, as well as other PII. You agree to provide all required information to assist us in complying with our tax reporting or withholding obligations.
You consent to the use, collection, processing and disclosure of your PII in connection with the administration and management of the Point program and for any reporting of taxes.
Company may withhold any tax from any reward as required by applicable law. In the United States, Company has an obligation to provide a W-9 tax form to individuals who receive payments (whether via the redemption of points or other means) of $600 or more in a tax year and file a 1099-Misc form with the United States Internal Revenue Services (“IRS”) for such payments. Company will provide you with a completed 1099-Misc form for your tax compliance purposes.
Notwithstanding any other provision of this Agreement, during any calendar year, no individual shall be awarded items of value, which, solely or in the aggregate, as the case may be, have an approximate retail value of greater than $599.99 from Company or any of its partners, affiliates, agents or licensors (including without limitation Fuel Cycle, Inc., a third-party beneficiary of this Agreement[kt1] ) and your account will be suspended (i.e., you will not be able to receive further Points or redeem Points and will not be able to complete or participate in research activities) for the remainder of the applicable tax year unless and until you provide Company with a completed and verified W-9 form.
Company may provide you and/or the taxing authority with information related to any rewards you redeem in connection with your use of the Services.
Company does not make any warranty, representation, or guarantee, express or implied, of any kind, including through a course of dealing, course of performance, usage or trade, or otherwise in connection with the Point program.
If the rules in this Agreement relating to Points conflict with any applicable laws, the rules shall be modified solely to the extent necessary to comply with applicable law.

Notices

If you have questions regarding your Points, your redemption or any other related matters, you may notify us through the help desk found under the Support Tab at Voicepark.com.

20. Indemnification: You agree to indemnify, defend, and hold harmless Company and Company’s shareholders, parents, subsidiaries, affiliates, officers, directors, employees, agents, advisors, partners, licensors, vendors, suppliers, Content Suppliers, Sponsors and their Representatives and assigns (including Fuel Cycle and its licensors, vendors and suppliers), from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys’ fees and costs (whether brought by third parties or otherwise) relating to or arising out of, directly or indirectly: (a) your use of the Services (including, without limitation, the Services Content, Software and any Member Content); (b) your breach or violation of this Agreement; (c) your Member Content; (d) your acts and omissions, negligence, or intentional misconduct; (d) your violation or alleged violation of any law or any rights of any third party. Company reserves the right (but is not obligated), at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you hereunder, and in such event, you will have no further obligation to provide indemnification for such matter; provided, however, that you will use best efforts to cooperate with Company and Fuel Cycle in such defense and shall be fully responsible for all costs associated therewith. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract by Company or any of Company’s shareholders, parents, subsidiaries, affiliates, officers, directors, employees, agents, advisors, partners, licensors, vendors, suppliers, and Content Suppliers and Sponsors (including Fuel Cycle and its licensors, vendors and suppliers).

21. DISCLAIMER OF WARRANTIES. SUBJECT TO APPLICABLE LAW, YOUR USE OF THE SERVICES, THE SOFTWARE, AND ALL CONTENT OF ANY KIND CONTAINED OR ACCESSED THEREIN OR DERIVED THEREFROM, IS AT YOUR SOLE RISK. COMPANY AND AND FUEL CYCLE AND THEIR RESPECTIVE LICENSORS, VENDORS, SUPPLIERS, SPONSORS AND CONTENT SUPPLIERS PROVIDE THE SERVICES, INCLUDING ALL CONTENT, SERVICES CONTENT, SOFTWARE, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED FROM OR THROUGH THE SERVICES, “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY, FUEL CYCEL AND THEIR RESPECTIVE LICENSORS, VENDORS, SUPPLIERS, SPONSORS AND CONTENT SUPPLIERS MAKE NO WARRANTY THAT: (i) THE SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR DOWNLOAD OF ANY CONTENT. WITHOUT LIMITATION ON THE FOREGOING, WE ARE UNDER NO OBLIGATION TO STORE AND/OR PROTECT YOUR MEMBER CONTENT. YOU SHOULD MAINTAIN YOUR OWN COPY AT ALL TIMES. NOT ALL STATES PERMIT ALL OF THE ABOVE DISCLAIMERS, SO THEY MAY NOT ALL BE APPLICABLE TO YOU.

22. LIMITATION OF LIABILITY: SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL COMPANY OR FULE CYCLE ANY OF THEIR PRESPECTIVE LICENSORS, VENDORS, SUPPLIERS, SPONSORS AND CONTENT SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LIABILITY WHATSOEVER OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR FAILURE OF PERFORMANCE, ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, COMMUNICATION LINE FAILURES, THEFT OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICES, OR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, CONTENT OR THIS AGREEMENT, DIRECTLY OR INDIRECTLY, EVEN IF COMPANY, FUEL CYCLE OR ANY OF THEIR RESPECTIVE LICENSORS, VENDORS, SPONSORS, SUPPLIERS AND CONTENT SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S (OR FUEL CYCLE’S OR ANY OF THEIR RESPECTIVE LICENSORS’, VENDORS’, SPONSORS’, SUPPLIERS’ AND CONTENT SUPPLIERS’) AGGREGATE LIABILITY TO YOU OR ANY THIRD-PARTY ARISING FROM OR RELATING TO THE SERVICES OR THIS AGREEMENT (OR ANY OTHER AGREEMENT ENTERED INTO BY YOU WITH COMPANY IN CONNECTION WITH YOUR USE OF THE SERVICESS) EXCEED $500.00. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

23. Independent Review: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT WITH YOUR OWN COUNSEL AND YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.

24. Choice of Law; Venue; Waiver of Trial by Jury; Waiver of Class-Action: This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles, except to the extent local law is mandatory for consumers. You may bring any action to enforce this Agreement or in connection with any matters related to the Services only in either the state or Federal courts located in Delaware, and you expressly consent to the exclusive jurisdiction of said courts and waive all venue, jurisdiction and choice of law challenges or defenses, except to the extent local venue is mandatory for consumers. The Uniform Computer Information Transactions Act (“UCITA”) and United Nations Convention of Contracts for the International Sale of Goods will not apply to this Agreement. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this Section. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW. ADDITIONALLY, EACH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO INSTITUTE OR JOIN A CLASS ACTION OR SIMILAR SUCH (I.E., NON-INDIVIDUALIZED) CLAIM AGAINST THE OTHER PARTY, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW. EACH PARTY HEREBY ACKNOWLEDGES THAT THIS SECTION SERVED AS A MATERIAL INDUCEMENT TO IT WHEN ENTERING INTO THIS AGREEMENT.

25. No Injunctive Relief: You agree not to seek, and you acknowledge and agree that you are not entitled to, rescission of this Agreement or any part of this Agreement or any injunctive or other equitable relief for any reason, including without limitation, an injunction that would restrain the operation of the Services, the exploitation of any advertising or other materials on the Services, the exploitation of the Services or any Content displayed on the Services, and/or the exploitation of any rights granted to Company (and/or any of its affiliates or partners, including Fuel Cycle) hereunder.

26. Third Party Beneficiary: Fuel Cycle are each an intended third-party beneficiary of this Agreement. The warranties, protections and limitations of liability protection provided to Company under or in connection with this Agreement extend to protect Company, its affiliates, the Sponsors and each of their respective officers, employees, subcontractors, subprocessors, agents and assigns (collectively as “Representatives”).

27. Conflicts between Rules of Participation and Other Terms: Except with respect to any official rules for the Points program, if any provision contained in this Agreement conflicts with any provision in any other terms available on the Services (including without limitation any terms of use or terms of service), the terms more protective to Company apply.

28. General: If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches Company’s intent as expressed in the original provision and the remainder of this Agreement will continue in full force and effect. Company may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement (in whole or in part), by operation of law or otherwise, without the prior written approval of Company in each instance, and any such attempted assignment will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors, and permitted assigns. The failure of Company to exercise or enforce any right shall not operate as a waiver. This Agreement (including whatever documents the Company has specifically referenced herein as applicable) sets forth the entire understanding and agreement between Company and you with respect to the Services, Software and Content made available in collaboration with Fuel Cycle, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Services, Software or Content made available in collaboration with Fuel Cycle. In the event any additional terms of service are provided in connection with your participation in a specific research activity or conversation, then both this Agreement and the session-specific terms of service will apply and in the event of a conflict, the more restrictive or protective terms shall take govern. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance. Each party is an independent contractor and not an agent or representative of any other party. This Agreement will not be interpreted or construed to create an association, joint venture or partnership between the parties, or to impose any partnership obligation or liability upon any party. Neither party will have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of the other party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures. A printed version of this Agreement and any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

29. Notices:

Notices To You:

Unless otherwise stated herein or required under applicable law, all notices and other communications to you may be made by Company using any of the following means by: (i) email to the address stated in your Account, which notice is effective 48 hours after being sent; (ii) posting a message to your Account which notice is effective 48 hours after posting; (iii) posting on the applicable Website, which notice is effective 48 hours after posting; (iv) overnight mail to your physical address stated in your Account via FedEx or other nationally recognized overnight courier service which notice is effective 2 days after being sent; or (v) registered or certified mail, return receipt requested, to the physical address stated in your Account which notice is effective 7 days after being posted. You will be solely responsible for keeping your email, phone number and postal addresses updated on your Account. Company will not be responsible for any undelivered notices caused by your failure to update such information. Company is not responsible for electronic communications that are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in participant’s e-mail account to receive e-mail messages and/or any other failure (including without limitation provision of a wrong email address to Company).

Notices to Company:

Legal and Privacy Notices: Unless otherwise stated herein or required under applicable law, (i) all legal notices including without limitation notices of breach or legal claims, and (ii) all privacy related questions; must be sent to Company via email to the following address: privacy@remesh.ai.

Copyright Notices: Pursuant to the DMCA requirements, any notices regarding copyright infringement matters (as further described in Section 18 above) must be sent to Company’s copyright agent at copyrightnotices@remesh.ai.

Questions and Comments: Any questions or comments regarding your Account, the Points program, and redemptions or other matters which are not legal or privacy related should be sent through the help desk found under the Support Tab at Voicepark.com.

Email notices are effective 48 hours of being sent to the foregoing email addresses. Emails sent to any other email address may not be received by an authorized representative of the Company so all notices and communications must be sent to Company in the manner described above.